SABVEST CAPITAL LIMITED - Voluntary announcement: Dealing in Metrofile shares

Voluntary announcement: Dealing in Metrofile shares

SABVEST CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2020/030059/06)
ISIN: ZAE000283511
JSE share code: SBP
("Sabcap")

VOLUNTARY ANNOUNCEMENT: DEALING IN METROFILE SHARES

Shareholders are advised that subsidiaries of Sabcap have entered into the following
transactions:

   -   Sabvest Finance and Guarantee Corporation Proprietary Limited (Sabvest
       Finance) has sold 36m shares in Metrofile Holdings Limited (Metrofile) for 301
       cents per share or an aggregate cash consideration of R108,3m (before dealing
       costs) to a subsidiary (the Buyer) of Afropulse Group Proprietary Limited
       (Afropulse), through an on-market block trade. Ms. Phumzile Langeni, Chairman
       of Metrofile, is a director and shareholder of Afropulse. Sabvest Finance has
       provided limited guarantees on behalf of the Buyer to facilitate the transaction and
       will apply the transaction proceeds to reduce interest bearing debt.

   -   Sabvest Investments Proprietary Limited (Sabvest Investments) has granted a call
       option (Call Option) to Afropulse to acquire 21m Metrofile shares at 301 cents per
       share, an aggregate cash consideration of R63,21m before dealing costs
       (increased by any Metrofile dividend relating to the six months prior to the period
       in which the Call Option is exercised and which has not vested in Sabvest
       Investments), valid for exercise at ten business days notice by Afropulse at any
       time prior to 30 November 2025, after which date it will expire.

   -   Sabvest Investments has been granted a put option (Put Option) by Afropulse to
       sell 21m Metrofile shares at 301 cents per share, an aggregate cash consideration
       of R63,21m before dealing costs (increased by any Metrofile dividend relating to
       the six months prior to the period in which the Put Option is exercised and which
       has not vested in Sabvest Investments), valid for exercise on either 30 November
       2025 or 31 May 2026 at thirty business days notice by Sabvest Investments and
       subject to the Call Option not having been exercised, after which dates it will expire.

Sandhurst
30 May 2024

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 30-05-2024 10:00:00
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